EQUITY | EQUITY Equity consists of the following: AS AT DEC. 31 Note 2019 2018 Preferred equity (a) $ 4,145 $ 4,168 Non-controlling interests (b) 81,833 67,335 Common equity (c) 30,868 25,647 $ 116,846 $ 97,150 a) Preferred Equity Preferred equity includes perpetual preferred shares and rate-reset preferred shares and consists of the following: Average Rate AS AT DEC. 31 2019 2018 2019 2018 Perpetual preferred shares Floating rate 2.91 % 2.90 % $ 531 $ 531 Fixed rate 4.82 % 4.82 % 739 744 4.02 % 4.02 % 1,270 1,275 Fixed rate-reset preferred shares 4.28 % 4.26 % 2,875 2,893 4.20 % 4.19 % $ 4,145 $ 4,168 Further details on each series of preferred shares are as follows: Issued and Outstanding AS AT DEC. 31 Rate 2019 2018 2019 2018 Class A preferred shares Perpetual preferred shares Series 2 70% P 10,457,685 10,457,685 $ 169 $ 169 Series 4 70% P/8.5% 2,795,910 2,795,910 45 45 Series 8 Variable up to P 2,476,185 2,476,185 42 42 Series 13 70% P 9,290,096 9,290,096 195 195 Series 15 B.A. + 40 b.p. 1 2,000,000 2,000,000 42 42 Series 17 4.75 % 7,840,204 7,901,476 171 172 Series 18 4.75 % 7,866,749 7,921,178 178 179 Series 25 3-Month T-Bill + 230 b.p. 1,529,133 1,529,133 38 38 Series 36 4.85 % 7,842,909 7,900,764 197 199 Series 37 4.90 % 7,830,091 7,888,143 193 194 1,270 1,275 Rate-reset preferred shares 2 Series 9 2.75 % 1,515,981 1,515,981 21 21 Series 24 3.01 % 9,278,894 9,338,572 227 228 Series 26 3.47 % 9,770,928 9,840,588 240 241 Series 28 2.73 % 9,233,927 9,289,397 232 233 Series 30 4.69 % 9,787,090 9,852,258 241 243 Series 32 3 5.06 % 11,750,299 11,849,808 297 300 Series 34 4 4.44 % 9,876,735 9,926,620 253 254 Series 38 4.40 % 7,906,132 7,955,948 179 180 Series 40 5 4.03 % 11,841,025 11,914,515 271 273 Series 42 4.50 % 11,887,500 11,943,400 266 268 Series 44 5.00 % 9,831,929 9,882,879 187 188 Series 46 4.80 % 11,740,797 11,810,653 217 219 Series 48 4.75 % 11,885,972 11,961,701 244 245 2,875 2,893 Total $ 4,145 $ 4,168 1. Rate determined quarterly. 2. Dividend rates are fixed for 5 to 6 years from the quarter end dates after issuance, June 30, 2011, March 31, 2012, June 30, 2012, December 31, 2012, September 30, 2013, March 31, 2014, June 30, 2014, December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017, respectively and reset after 5 to 6 years to the 5 -year Government of Canada bond rate plus between 180 and 417 basis points. 3. Dividend rate reset commenced September 30, 2018. 4. Dividend rate reset commenced March 31, 2019. 5. Dividend rate reset commenced September 30, 2019. P – Prime Rate, B.A. – Bankers’ Acceptance Rate, b.p. – Basis Points. The company is authorized to issue an unlimited number of Class A preferred shares and an unlimited number of Class AA preferred shares, issuable in series. No Class AA preferred shares have been issued. The Class A preferred shares are entitled to preference over the Class A and Class B Limited Voting Shares (“Class A and B shares”) on the declaration of dividends and other distributions to shareholders. All series of the outstanding preferred shares have a par value of C$ 25.00 per share. b) Non-controlling Interests Non-controlling interests represent the common and preferred equity in consolidated entities that are owned by other shareholders. AS AT DEC. 31 2019 2018 Common equity $ 76,557 $ 62,109 Preferred equity 5,276 5,226 Total $ 81,833 $ 67,335 Further information on non-controlling interests is provided in Note 4 – Subsidiaries. c) Common Equity The company’s common equity is comprised of the following: AS AT DEC. 31, 2019 AND 2018 2019 2018 Common shares $ 7,305 $ 4,457 Contributed surplus 286 271 Retained earnings 16,026 14,244 Ownership changes 1,010 645 Accumulated other comprehensive income 6,241 6,030 Common equity $ 30,868 $ 25,647 The company is authorized to issue an unlimited number of Class A shares and 85,120 Class B shares, together referred to as common shares. The company’s common shares have no stated par value. The holders of Class A shares and Class B shares rank on par with each other with respect to the payment of dividends and the return of capital on the liquidation, dissolution or winding up of the company or any other distribution of the assets of the company among its shareholders for the purpose of winding up its affairs. Holders of the Class A shares are entitled to elect half of the Board of Directors of the company and holders of the Class B shares are entitled to elect the other half of the Board of Directors. With respect to the Class A and Class B shares, there are no dilutive factors, material or otherwise, that would result in different diluted earnings per share between the classes. This relationship holds true irrespective of the number of dilutive instruments issued in either one of the respective classes of common stock, as both classes of shares participate equally, on a pro rata basis, in the dividends, earnings and net assets of the company, whether taken before or after dilutive instruments, regardless of which class of shares is diluted. The holders of the company’s common shares received cash dividends during 2019 of $0.64 per share (2018 – $0.60 per share). The number of issued and outstanding common shares and unexercised options are as follows: AS AT DEC. 31, 2019 AND 2018 2019 2018 Class A shares 1 1,006,110,641 955,057,721 Class B shares 85,120 85,120 Shares outstanding 1 1,006,195,761 955,142,841 Unexercised options and other share-based plans 2 46,678,774 42,086,712 Total diluted shares 1,052,874,535 997,229,553 1. Net of 42,278,231 Class A shares held by the company in respect of long-term compensation agreements as at December 31, 2019 (2018 – 37,538,531 ). 2. Includes management share option plan and escrowed stock plan. The authorized common share capital consists of an unlimited number of Class A shares and 85,120 Class B shares. Shares issued and outstanding changed as follows: FOR THE YEARS ENDED DEC. 31 2019 2018 Outstanding, beginning of year 1 955,142,841 958,773,120 Issued (repurchased) Issuances 52,757,437 — Repurchases (7,188,534 ) (9,579,740 ) Long-term share ownership plans 2 5,346,417 5,752,331 Dividend reinvestment plan and others 137,600 197,130 Outstanding, end of year 3 1,006,195,761 955,142,841 1. Net of 37,538,531 Class A shares held by the company in respect of long-term compensation agreements as at December 31, 2018 (2017 – 30,569,215 ). 2. Includes management share option plan and restricted stock plan. 3. Net of 42,278,231 Class A shares held by the company in respect of long-term compensation agreements as at December 31, 2019 (2018 – 37,538,531 ). In September 2019, the compa ny issued 52.8 million Class A shares in connection with the acquisition of an approximate 61% interest in Oaktree. Earnings Per Share The components of basic and diluted earnings per share are summarized in the following table: FOR THE YEARS ENDED DEC. 31 2019 2018 Net income attributable to shareholders $ 2,807 $ 3,584 Preferred share dividends (152 ) (151 ) Dilutive effect of conversion of subsidiary preferred shares (74 ) (105 ) Net income available to shareholders $ 2,581 $ 3,328 Weighted average – common shares 968.6 957.6 Dilutive effect of the conversion of options and escrowed shares using treasury stock method 23.7 19.8 Common shares and common share equivalents 992.3 977.4 Share-Based Compensation The expense recognized for share-based compensation is summarized in the following table: FOR THE YEARS ENDED DEC. 31 2019 2018 Expense arising from equity-settled share-based payment transactions $ 81 $ 73 Expense/(Recovery) arising from cash-settled share-based payment transactions 506 (64 ) Total expense arising from share-based payment transactions 587 9 Effect of hedging program (500 ) 75 Total expense included in consolidated income $ 87 $ 84 The share-based payment plans are described below. There were no cancellations of or modifications to any of the plans during 2019 and 2018 . Equity-settled Share-based Awards Management Share Option Plan Options issued under the company’s Management Share Option Plan (“MSOP”) vest over a period of up to five years, expire 10 years after the grant date and are settled through issuance of Class A shares. The exercise price is equal to the market price at the grant date. For the year ended December 31, 2019 , the total expense incurred with respect to MSOP totaled $31 million ( 2018 – $28 million). The changes in the number of options during 2019 and 2018 were as follows: TSX NYSE Number of Options (000’s) 1 Weighted- Average Exercise Price Number of Options (000’s) 2 Weighted- Average Exercise Price Outstanding at January 1, 2019 790 C$ 11.77 36,742 US$ 29.52 Granted — — 5,077 45.63 Exercised (790 ) 11.77 (7,831 ) 20.26 Canceled — — (186 ) 40.02 Outstanding at December 31, 2019 — C$ — 33,802 US$ 34.03 1. Options to acquire TSX listed Class A shares. 2. Options to acquire NYSE listed Class A shares. TSX NYSE Number of Options (000’s) 1 Weighted- Average Exercise Price Number of Options (000’s) 2 Weighted- Average Exercise Price Outstanding at January 1, 2018 2,797 C$ 12.35 34,893 US$ 27.71 Granted — — 4,538 40.42 Exercised (2,007 ) 12.59 (2,492 ) 23.58 Canceled — — (197 ) 34.81 Outstanding at December 31, 2018 790 C$ 11.77 36,742 US$ 29.52 1. Options to acquire TSX listed Class A shares. 2. Options to acquire NYSE listed Class A shares. The weighted-average fair value of options granted for the year ended December 31, 2019 was $5.89 (2018 – $5.38 ), and was determined using the Black-Scholes valuation model, with inputs to the model as follows: FOR THE YEARS ENDED DEC. 31 Unit 2019 2018 Weighted-average share price US$ 45.63 40.42 Average term to exercise Years 7.5 7.5 Share price volatility 1 % 16.9 16.3 Liquidity discount % 25.0 25.0 Weighted-average annual dividend yield % 2.0 1.9 Risk-free rate % 2.5 2.8 1. Share price volatility was determined based on historical share prices over a similar period to the average term to exercise. At December 31, 2019 , the following options to purchase Class A shares were outstanding: Options Outstanding (000’s) Exercise Price Weighted-Average Remaining Life Vested Unvested Total US$15.45 – US$23.02 1.6 years 3,746 — 3,746 US$23.37 – US$30.59 4.7 years 8,348 1,542 9,890 US$33.75 – US$40.39 6.8 years 7,581 7,514 15,095 US$44.24 – US$57.96 9.2 years 409 4,662 5,071 20,084 13,718 33,802 At December 31, 2018 , the following options to purchase Class A shares were outstanding: Options Outstanding (000’s) Exercise Price Weighted-Average Remaining Life Vested Unvested Total C$11.77 0.2 years 790 — 790 US$15.45 1.2 years 4,255 — 4,255 US$16.83 – US$23.37 2.8 years 5,160 — 5,160 US$25.21 – US$30.59 5.5 years 8,410 3,293 11,703 US$33.75 – US$36.32 6.1 years 2,873 2,115 4,988 US$36.88 – US$37.75 8.6 years 1,197 9,439 10,636 22,685 14,847 37,532 Escrowed Stock Plan The Escrowed Stock Plan (the “ES Plan”) provides executives with indirect ownership of Class A shares. Under the ES Plan, executives are granted common shares (the “ES Shares”) in one or more private companies that own Class A shares. The Class A shares are purchased on the open market with the purchase cost funded by the company. The ES shares generally vest over five years and must be held to the fifth anniversary of the grant date. At a date no more than ten years from the grant date, all outstanding ES shares will be exchanged for Class A shares issued by the company based on the market value of Class A shares at the time of the exchange. The number of Class A shares issued on exchange will be less than the Class A shares purchased under the ES Plan resulting in a net reduction in the number of Class A shares issued by the company. During 2019 , 10.7 million Class A shares were purchased in respect of ES shares granted to executives under the ES Plan ( 2018 – 5.8 million Class A shares) during the year. For the year ended December 31, 2019 , the total expense incurred with respect to the ES Plan totaled $25 million ( 2018 – $25 million ). The weighted-average fair value of escrowed shares granted for the year ended December 31, 2019 was $6.81 (2018 – $5.38 ), and was determined using the Black-Scholes model of valuation with inputs to the model as follows: FOR THE YEARS ENDED DEC. 31 Unit 2019 2018 Weighted-average share price US$ 51.11 40.39 Average term to exercise Years 8.5 7.5 Share price volatility 1 % 17.3 16.3 Liquidity discount % 25 25 Weighted-average annual dividend yield % 1.8 1.9 Risk-free rate % 2.1 2.8 1. Share price volatility was determined based on historical share prices over a similar period to the average term to exercise. The change in the number of ES shares during 2019 and 2018 was as follows: Number of Units (000’s) Weighted- Average Exercise Price Outstanding at January 1, 2019 27,103 $ 33.27 Granted 10,650 51.11 Exercised (1,075 ) 23.66 Canceled (151 ) 39.48 Outstanding at December 31, 2019 36,527 $ 38.73 Number of Units (000’s) Weighted- Average Exercise Price Outstanding at January 1, 2018 27,772 $ 29.01 Granted 5,815 40.39 Exercised (6,484 ) 21.40 Outstanding at December 31, 2018 27,103 $ 33.27 Restricted Stock Plan The Restricted Stock Plan awards executives with Class A shares purchased on the open market (“Restricted Shares”). Under the Restricted Stock Plan, Restricted Shares awarded vest over a period of up to five years, except for Restricted Shares awarded in lieu of a cash bonus, which may vest immediately. Vested and unvested Restricted Shares are subject to a hold period of up to five years. Holders of Restricted Shares are entitled to vote Restricted Shares and to receive associated dividends. Employee compensation expense for the Restricted Stock Plan is charged against income over the vesting period. During 2019 , Brookfield granted 800,493 Class A shares ( 2018 – 581,051 ) pursuant to the terms and conditions of the Restricted Stock Plan, resulting in the recognition of $25 million ( 2018 – $20 million ) of compensation expense. Cash-settled Share-based Awards Deferred Share Unit Plan and Restricted Share Unit Plan The Deferred Share Unit Plan and Restricted Share Unit Plan provide for the issuance of DSUs and RSUs, respectively. Under these plans, qualifying employees and directors receive varying percentages of their annual incentive bonus or directors’ fees in the form of DSUs and RSUs. The DSUs and RSUs vest over periods of up to five years, and DSUs accumulate additional DSUs at the same rate as dividends on common shares based on the market value of the common shares at the time of the dividend. Participants are not allowed to convert DSUs and RSUs into cash until retirement or cessation of employment. The value of the DSUs, when converted to cash, will be equivalent to the market value of the common shares at the time the conversion takes place. The value of the RSUs, when converted into cash, will be equivalent to the difference between the market price of equivalent number of common shares at the time the conversion takes place and the market price on the date the RSUs are granted. The company uses equity derivative contracts to offset its exposure to the change in share prices in respect of vested and unvested DSUs and RSUs. The fair value of the vested DSUs and RSUs as at December 31, 2019 was $1.4 billion ( 2018 – $894 million ). Employee compensation expense for these plans is charged against income over the vesting period of the DSUs and RSUs. The amount payable by the company in respect of vested DSUs and RSUs changes as a result of dividends and share price movements. All of the amounts attributable to changes in the amounts payable by the company are recorded as employee compensation expense in the period of the change. For the year ended December 31, 2019 , employee compensation expense totaled $7 million ( 2018 – $11 million ), net of the impact of hedging arrangements. The change in the number of DSUs and RSUs during 2019 and 2018 was as follows: DSUs RSUs Number of Units (000’s) Number of Units (000’s) Weighted- Average Exercise Price Outstanding at January 1, 2019 14,637 10,540 C$ 9.21 Granted and reinvested 532 — — Exercised and canceled (1,034 ) — — Outstanding at December 31, 2019 14,135 10,540 C$ 9.21 DSUs RSUs Number of Units (000’s) Number of Units (000’s) Weighted- Average Exercise Price Outstanding at January 1, 2018 14,944 10,920 C$ 9.09 Granted and reinvested 466 — — Exercised and canceled (773 ) (380 ) 5.89 Outstanding at December 31, 2018 14,637 10,540 C$ 9.21 The fair value of each DSU is equal to the traded price of the company’s common shares. Unit Dec. 31, 2019 Dec. 31, 2018 Share price on date of measurement C$ 75.03 52.32 Share price on date of measurement US$ 57.80 38.35 The fair value of RSUs was determined primarily using the following inputs: Unit Dec. 31, 2019 Dec. 31, 2018 Share price on date of measurement C$ 75.03 52.32 Weighted-average fair value of a unit C$ 65.82 43.11 |